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The Eleventh Doctor, Amy, and Rory investigate a hotel of horror where repeat business is low but the body count is high, where a mighty monster stalks the corridors and the rooms hold visions of angels, apes, and creepy clowns. Who — or what — has brought them to this place? Can the Doctor solve the mystery before the residents check out in grisly style?

A young policewoman, Lucy Hayward, roams the corridors of what appears to be a 1980sEarthhotel. Each room in the hotel possesses the manifestation of a fear, and each person who comes to the hotel must find his room — after which, he begins to "praise him". Lucy is the last of her companions. Lucy's room contains a giant gorilla that she once saw in a book when she was younger; screaming, she backs out of the room. Somewhere in the hotel, a creature awakens. As Lucy continues to write about her fear, she begins to "praise him", and stands in peace as she welcomes the creature to kill her.

Sometime later, the TARDIS lands in the same hotel. Once more, the TARDIS hasn't taken the Doctor where he wants to go, which in this case is the planet Ravenscala. The Eleventh Doctor is fascinated by their surroundings since, as he informs Amy and Rory, the hotel is not really a hotel at all, but something that someone has made to look like a hotel. There are pictures on the walls of various humans and aliens, each bearing their names and fears. They are suddenly confronted by two Earth humans — Rita, a nurse, Howie, a computer geek — and Gibbis, a cowardly, mole-like alien from the planet Tivoli.

Rita carefully inspects the TARDIS trio, deducing that because their pupils are dilated, they have no idea what is going on either. The Doctor is immediately impressed by her cleverness and jokes to Amy that Rita will be replacing her as his companion. Rita explains to the Doctor and his companions that each room in the hotel contains "bad dreams", with Howie adding that the walls twist and move so that you never know where you're going or where you'll end up. This is confirmed when the Doctor tries to take everyone back to the TARDIS only to find that it has disappeared. When the Doctor asks Rita if there are any more people inside the hotel, Rita mentions Joe, who's a bit "tied up". When the Doctor asks what is keeping Joe occupied, Rita retorts, "No, I mean he's tied up."

Rita, Howie, and Gibbis bring the Doctor and his companions to Joe's room, which is full of ventriloquist dummies. Joe has been tied up by the others inside the room because of his mental instability. Joe informs the Doctor that he is going to die in the hotel; the Doctor jokes, "They certainly didn't mention that in the brochure!" Trying to get through to Joe, believing him to be possessed by an external force, the Doctor learns that "he" is going to feast. He also warns the Doctor that the same thing will happen to him, but that he must first find his room — because there is a room in the hotel for everyone. Rather than leave Joe behind, the Doctor has his chair tied up to a cart so they can wheel him around the hotel while they search for the TARDIS or an exit. He warns the entire group to stay with someone else at all times, and avoid being drawn to a particular room.

As the group begins searching the hotel, each person begins throwing out his own theories as to what is happening and how they should act on it. Rory is powerless to keep Howie from finding his room, which contains a group of twenty-something girls who mock him for being nerdy and for his stutter. Howie begins to "praise him". Further up the hallway, Amy discovers pages of Lucy Hayward's diary, which the young woman dropped as the beast killed her. She doesn't have time to show the Doctor, however, as the beast can be heard approaching to kill Joe. Rory locates a fire exit, but it goes unseen by everyone else as they scatter into various rooms to hide from the predator. Rita inadvertently enters her own room with Joe to find her father lecturing her about her grades. She also begins to "praise him". Rory, Amy, Gibbis, Howie, and the Doctor enter another room containing two Weeping Angels. Amy warns the others not to blink, but the Doctor quickly ascertains that the Angels are not real. He encourages her to set aside her fear, but Rory notes Gibbis' reaction — he hides in a closet — and suggests that maybe the Weeping Angels are not for any of them. The Doctor checks the corridor through the peephole, and finally gets a good view of their enemy: it's a Minotaur.

In Rita's room, the rope that is binding Joe to his chair comes loose and untied on its own, possibly through some sort of telekinetic energy. Joe runs into the corridor, smiling madly as he asks the Minotaur to come to him. It overpowers him and drags him away, though they are both chased by the Doctor. The Doctor is separated from Joe and the Minotaur in the winding labyrinth of corridors, but later stumbles across Joe's body. The Doctor tries to revive him, but finds that it's no use.

The group returns to the hotel banquet hall with Joe's body, which the Doctor examines. Amy tries to comfort Gibbis by mentioning that she's met the Weeping Angels and thought the room was for her; however, she knows that the Doctor will find a way out of the mess they're in because he's never let her down, not even when she was a child and she thought he'd left her behind. Gibbis smugly mentions that since the Weeping Angels were for him, her room must still be somewhere in the hotel. The thought unnerves her.

The Doctor tells Rita that there is no medical explanation for Joe's death — his organs simply stopped, as though all of his faiths and fears were taken from him. Rita confesses that she believes the hotel is Jahannam, the Muslims' idea of hell. She is, however, completely unfazed by this and by the revelation that Gibbis is an alien. The Doctor tries to assure Rita that her theory is incorrect and that she is still alive, but to no avail. Amy recalls Lucy's diary pages and presents them to the Doctor, who reads them as Howie begins to praise the Minotaur. "Praise him." The Minotaur in question awakens at the words.

The Doctor promises not to leave Howie, who is afraid of being eaten, though Gibbis angers him by suggesting that perhaps the Minotaur would leave the rest of the group alone if they were to sacrifice Howie to him. Rita nobly offers to stay with Howie, but the Doctor rejects this and berates Gibbis, insisting that "no one else will die today." Theorising that the beast feeds on fear, the Doctor tells the others that they must do whatever they can to fight the fear off, and to dig deep, to find and embrace their faith. As Amy wonders what their next move is, the Doctor slyly explains that they're going to catch the monster.

The Doctor converses with the Minotaur.

Using a speaker through which Howie's voice is projected, the Doctor lures the Minotaur into the hotel spa, as Amy, Rita, and Rory lock the doors from the outside to trap it. The Doctor begins speaking to the Minotaur, who claims that the "warden" takes people and places them in the hotel, which houses "tailored-made hell" for each of its victims. Once confronted by their fear, the victims begin worshipping it. The Minotaur explains that it has lived for so long that it has forgotten its own name. As victims just keep on showing up and its instincts are too hard to resist, the creature has lived a long, miserable life, now consisting purely of instinct and routine. He wishes to end it, and at last get some peace.

Meanwhile, Gibbis keeps watch over Howie in the reception area, but Howie taunts Gibbis into releasing him. He freely roams the hotel, drawing the Minotaur — which escapes the spa by knocking Rory out — to him. The Doctor goes off in pursuit. Amy and Rita stay behind to look after Rory, but Amy finds herself drawn to Room 7 and opens the door. Rita is not quick enough to stop her from seeing what lies inside. Meanwhile, the Doctor locates Howie's body; the others arrive shortly after, with Gibbis claiming that Howie got free and overpowered him. The Doctor gives him an angered look of disapproval. Gibbis, guilty, chases after the group in hopes of forgiveness.

Later, Rory finds the Doctor admiring Howie's picture, which has been added to the wall alongside the others. Rory admits that he hasn't found his door yet, which the Doctor takes to mean that Rory isn't afraid of anything — something that Rory confirms, saying, "After all the time I spent with you in the TARDIS, what was left to be scared of?" The Doctor sadly notes that Rory spoke in the past tense. Later, they lay Howie's body out in the banquet hall next to Joe's.

The Doctor meets Rita on the stairwell and informs her that he is close to getting them out of the hotel. When Rita wonders why the Doctor has made it his responsibility to save them — noting that he has quite a "God complex" — the Doctor sadly looks down to Amy, obviously guilty for bring her and Rory to a place where they are in danger. He invites Rita to travel with him once they escape the hotel and leaves her, but after he departs, she begins to "praise him" and goes off on her own.

While the Doctor searches for the hotel security room, he stumbles across his own door, Room 11, and is hardly surprised by what he sees inside. Although it is not directly shown, its reflection glints in the corners of his eyes: a familiar white light. Unlike the others, who heard voices telling them to praise the Minotaur, the Doctor's will proves stronger, allowing him to not fall victim. He appears well aware that this was going to be the fear inside his room all along, and maintains his composure. The Doctor stares at it hauntingly- this fear has troubled him for so long he knows he will confront it again once and for all. He addresses it grimly, "Of course. Who else?" The Doctor quietly shuts the door to his room and tacks a "DO NOT DISTURB" sign on the knob.

Rita continues wandering the hotel; when the Doctor finally locates the security room, he spots her on the footage and questions what she's doing. He uses one of the room phones to contact her, realising that she has begun to "praise him" and is now trying to keep everyone safe. Knowing that the Doctor cannot rescue her no matter what, she asks to die in private because she wants him to remember her the way she was — before she was robbed of her faith. As the Minotaur rounds the corner towards her, she hangs up on the Doctor, who heeds her last request and shuts off the security camera just as she is about to be killed.

The Doctor, devastated by Rita's death, destroys the hotel lobby in anger while the others listen. He begins to revise his theory, knowing that Rita wasn't afraid of her death and therefore the beast could not possibly feed on fear. Gibbis berates the Doctor for continuing to promise action without result; when Amy jumps to his defence, the Doctor realises the truth.

The Minotaur feeds on faith, not fear. Howie believed in conspiracies, Rita was a devout Muslim, Joe was a gambler who believed in luck, and Gibbis believes in the continued presence of invaders who will tell him what to do. The Doctor has inadvertently helped the Minotaur to thrive by insisting that his companions reject their fear and fall back on their faith, which the Minotaur then takes and converts into a consumable form. He tells a confused Rory that the TARDIS was pulled to the hotel — which is, in fact, an alien prison — because of Amy's faith in the Doctor. Amy suddenly begins to "praise him".

The group flees through the hotel as the Minotaur approaches to take Amy, and find themselves hiding in her room. The Doctor is astonished to see that Amy's fear is a vision of her seven-year-old self waiting for a Doctor that she believes will never return for her. Amy begins to feel the Minotaur changing her, and the Doctor suddenly insists that he can't save her. He laments having stolen her childhood and leading her to her death, which he claims to have always known would happen because it always does. Requesting that she forget her faith in him, he insists that he really is "just a madman with a box" as he'd told her all those years before, and that it's time to see each other as they really are. Calling her Amy Williams, he tells her that it's time for her to stop waiting and grow up. Though the Minotaur has broken into the room, it weakens as Amy's faith in the Doctor is dismantled.

The hotel disguise dissolves around them, revealing an automated alien prison cell. The prison floats through space, kidnapping people with belief systems so that their faith may be converted into food for the creature. Amy reminds the Doctor that because the hotel showed him a door, he must believe in something, though he neglects to tell her what this is. The dying Minotaur passes a message to the Doctor, expressing his pity for "an ancient creature drenched in the blood of the innocent", because "for such a creature, death would be a gift." The Doctor believes the Minotaur is referring to itself, but with its dying breath, the Minotaur suggests that it was referring to the Doctor. It subsequently dies, and the group prepares to leave in the TARDIS.

The Doctor says goodbye.

After dropping Gibbis off, the TARDIS materialises in a neighbourhood in 21st centuryLondon. Stepping outside, the Doctor presents Amy and Rory with keys to one of the houses in the row. While Rory steps inside to fetch champagne, Amy speaks to the Doctor privately, as she knows that he is leaving them behind. When she questions why, the Doctor explains that it's because she's still breathing; he doesn't want to wait until she's dead and he's left standing over their graves. After a tearful goodbye, the Doctor departs. Rory returns in time to see the TARDIS dematerialising, and wonders where the Doctor's gone. Amy merely replies that he is saving them.

Amy looks out of her bedroom window at the sky. At the same time, an equally sad Doctor looks around his now vacant time machine as he heads off to travel alone.

Not every person who worked on this adventure was credited. The absence of a credit for a position doesn't necessarily mean the job wasn't required. The information above is based solely on observations of the actual end credits of the episodes as broadcast, and does not relay information from IMDB or other sources.

As of the 2015 Christmas special, this is the most recent episode to depict the Doctor's companions living full-time aboard the TARDIS. When Amy and Rory rejoin the Doctor later in the season and again in Series 7, they only travel with him part-time, and successor companion Clara Oswald is never depicted as a full-time occupant of the TARDIS.

The room with young Amelia is the room containing the Doctor's fear. False. This myth originates from numerous reviews and interpretations of the episode, however the sign on the door clearly says #7, not #11, nor is the Do Not Disturb sign visible on the door handle. In addition, The Time of the Doctor revealed that the Doctor's fear room contained the time crack seen throughout Series 5.

The clown glimpsed in one of the rooms is the Doctor in make-up. False. This myth originates from online discussion of the season trailer which included a brief glimpse of the clown, which bore superficial resemblance to the Doctor (or, rather, Matt Smith) during the very brief shot. A related myth was that the clown would be the character played by David Walliams.

The "exit" door presented to Rory in the hotel illusion possibly led to the airlock for the prison ship. If he opened it, Rory would have been sucked out into the void of space and killed. This is unconfirmed.

When the minotaur bursts into Amelia's room, Rory literally disappears. He's seen riding the door as it flies back, and then vanishes. Assuming he is knocked unconscious, he would have to be physically attached to the door in some way to not push it closed as he falls to the floor.

This is not the first time the Doctor has deliberately caused one of his companions to lose faith in him in order to save them. The Seventh Doctor emotionally devastated Ace by labelling her, among other things, an "emotional cripple" during his battle with Fenric. This was necessary in order for her to briefly abandon her belief in him, allowing the Ancient One to defeat Fenric. (TV: The Curse of Fenric)

A Rubik's cube is seen again. The Doctor threw one away while talking to George, seemingly having difficulty in solving it. (TV: Night Terrors) This time, he succeeds.

Early on when meeting her, the Doctor said to Amy that he was definitely a "mad man with a box", and that understanding this could save her life. (TV: The Eleventh Hour) Here, he uses those exact words to save her from the minotaur.